Five Below (FIVE) director receives 113-share stock retainer grant

Rhea-AI Filing Summary

Five Below, Inc. director Mimi Eckel Vaughn reported receiving 113 shares of Five Below common stock on February 2, 2026. The shares were issued under the company’s Compensation Policy for Non-Employee Directors in lieu of a quarterly cash retainer of $22,500.00, less tax withholdings, at a reported price of $197.80 per share. After this grant, she directly beneficially owned 4,766 shares of Five Below common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VAUGHN MIMI ECKEL

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PA 19106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIVE BELOW, INC [ FIVE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A		113	A	$197.8(1)	4,766	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings.

	/s/ Kristen D. Han, as Attorney-In-Fact for Mimi Vaughn	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Five Below (FIVE) director Mimi Vaughn report?

Mimi Eckel Vaughn reported receiving 113 shares of Five Below common stock. The shares were issued on February 2, 2026 as part of her non-employee director compensation, rather than a cash retainer, and increased her direct holdings to 4,766 shares.

On what date were the shares granted to Five Below (FIVE) director Mimi Vaughn?

The shares were granted on February 2, 2026. This date is listed as the transaction date for the 113-share award of Five Below common stock that was issued under the Compensation Policy for Non-Employee Directors in lieu of a quarterly cash retainer.

How many Five Below (FIVE) shares does Mimi Vaughn own after this Form 4 transaction?

After the reported transaction, Mimi Eckel Vaughn beneficially owns 4,766 shares of Five Below common stock. This total reflects her direct holdings following the issuance of 113 shares received as a quarterly non-employee director retainer paid in stock.

What was the purpose of the 113-share grant to Five Below (FIVE) director Mimi Vaughn?

The 113 shares were issued as compensation under Five Below’s Compensation Policy for Non-Employee Directors. They replaced a quarterly retainer payment of $22,500.00, less applicable tax withholdings, providing equity instead of cash for her board service during that period.

What price per share was reported for Mimi Vaughn’s Five Below (FIVE) stock grant?

The Form 4 reports a price of $197.80 per share for the 113-share grant. This figure is used to value the stock issued in lieu of a $22,500.00 quarterly cash retainer for Mimi Eckel Vaughn’s role as a non-employee director.

Is Mimi Vaughn a director or officer of Five Below (FIVE) in this filing?

In this filing, Mimi Eckel Vaughn is identified as a director of Five Below, Inc. The Form 4 indicates her relationship to the issuer is as a director, with no officer role or 10% ownership status checked in the relationship section.